Imperial Chemical Industries (ICI)

The information set forth under the heading “Corporate governance – Audit and internal control”, which appears on pages 37 and 38 of the Company’s Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006, is incorporated herein by reference.

The Company’s Chief Executive and Chief Financial Officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of December 31, 2005 and concluded that, as of the date of their evaluation, the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities. The Company’s management necessarily applied its judgment in assessing such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.

There has been no change in the Company’s internal controls over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that has materially affected, or is reasonably likely to materially affect, its internal controls over financial reporting.

The Company is in the process of implementing a plan to align its internal control systems with the requirements established in Section 404 of the Sarbanes Oxley Act. Section 404 requires that, in addition to the annual audit, management prepares a report on the design, maintenance and periodic evaluation of its internal control system for financial reporting, which is to be accompanied by an attestation report by its external auditor.